Common use of Removal of Custodian Clause in Contracts

Removal of Custodian. The Purchaser, with or without cause, may (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian), and/or (ii) upon at least 30 days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser to the Custodian. Having given notice of such removal (other than in the event of a termination), the Purchaser promptly shall appoint a successor Custodian to act on behalf of the Purchaser by written instrument, one original counterpart of which instrument shall be delivered to the Purchaser, with an original to the successor Custodian. In the event of any removal, the Custodian shall, at the expense of the Trust, promptly transfer to the successor Custodian or subsequent purchaser, as directed, all Custodial Files being administered under this Agreement relating to such Mortgage Loans, and shall assign the Mortgages and endorse the Mortgage Notes to the successor Custodian or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian. Additionally, the Trustee may remove the Custodian upon notice if the Custodian defaults in its obligations under Section 32.

Removal of Custodian. The PurchaserTrustee, with or without cause, may (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian), and/or (ii) upon at least 30 60 days' ’ notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Purchaser Trustee to the Custodian. Having given notice of such removal (other than in the event of a termination)removal, the Purchaser Trustee promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Purchaser Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Purchaser, with Trustee and an original to the successor Custodian. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor Custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to such Mortgage LoansCustodial Agreement. If the Custodian is removed for cause, the fees and expenses of the existing and successor Custodian (including, without limitation, any recertification fees) shall assign be the Mortgages and endorse responsibility of the Mortgage Notes removed Custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all Custodian Fees of the existing Custodian, including all expenses incurred in the transmission of the Custodial Files to the successor Custodian or subsequent purchaser and for all applicable release fees of the Custodian; provided, however, that if the endorsements on Trustee removes the Mortgage Notes Custodian without cause and upon the Assignments written direction of Mortgages have been completed RWT, RWT shall be responsible for payment of all expenses incurred in the name transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. AdditionallyIf the Trustee removes the Custodian without cause, the Trustee may remove Trust Administrator shall be responsible for the fees of the successor Custodian, provided that the schedule of fees of the successor Custodian is substantially similar to the Custodian upon notice if the Custodian defaults in its obligations under Section 32Fees.

Removal of Custodian. The Purchaser, with or without cause, may (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian)Mortgage, and/or (ii) upon at least 30 days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser to the Custodian, with a copy to the Company and the Servicer. Having given notice of such removal (other than in the event of a termination)removal, the Purchaser promptly shall appoint a successor Custodian to act on behalf of the Purchaser by written instrument, one original counterpart of which instrument shall be delivered to the Purchaser, with a copy to the Company and the Servicer and an original to the successor Custodian. In the event of any such removal, the Purchaser shall deliver all Trust Receipts and Final Certifications to the Custodian shallwhich were not previously delivered to the Custodian, at and the expense of the Trust, Custodian shall promptly transfer to the successor Custodian or subsequent purchaserCustodian, as directeddirected by the Purchaser, all Custodial Files being administered under this Agreement relating to such Mortgage LoansAgreement, and the Purchaser shall assign prepare or cause to be prepared, at the Mortgages expense of the Purchaser, the necessary assignment documents and the Custodian shall complete and execute such assignments and endorse the Mortgage Notes to the successor Custodian or subsequent purchaser if the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the CustodianCustodian as directed by the Purchaser. AdditionallyIn the event that the Purchaser terminates the Custodian without cause, then the Purchaser shall bear the out-of-pocket costs incurred as a result of the transfer and delivery of the Custodial Files to a successor custodian. In all other instances, the Trustee may remove the Custodian upon notice if the Custodian defaults in its obligations under Section 32Company shall bear such costs.

Removal of Custodian. The PurchaserTrustee, with or without cause, may (i) require may, and upon direction of the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either caseMajority Certificateholders, at no expense to the Custodian)shall, and/or (ii) upon at least 30 60 days' ’ notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser Trustee to the Custodian, with a copy to the Depositor. Having given notice of such removal (other than in the event of a termination)removal, the Purchaser Trustee promptly shall appoint a successor Custodian to act on behalf of the Purchaser Trustee by written instrument, one original counterpart of which instrument shall be delivered retained by the Trustee, with a copy to the Purchaser, with Depositor and an original to the successor Custodian. In the event of any such removal, the Custodian shall, at the expense of the TrustTrust Fund upon the Trustee’s surrender of all final certifications in the form annexed hereto as Exhibit G-3 and trust receipts annexed hereto in the form of Exhibit F, promptly transfer to the successor Custodian or subsequent purchaserCustodian, as directeddirected in writing by the Trustee, all Custodial Mortgage Files being administered under this Agreement relating to such Mortgage Loans, and shall assign the Mortgages and endorse the Mortgage Notes to the successor Custodian or subsequent purchaser if Agreement. If the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian. Additionally, the Custodian shall, at the Trustee’s direction and at the expense of the Trust Fund, execute such endorsements on the Mortgage Notes and Assignments of Mortgages as are necessary to transfer legal title thereto to the successor Custodian, the Trustee may remove the Custodian upon notice or in blank; provided, however, if the Custodian defaults in executed such endorsements on the Mortgage Notes and Assignments of Mortgages without the prior written consent of the Trustee, the Custodian shall execute such endorsements on the Mortgage Notes and Assignments of Mortgages at its obligations under Section 32own expense. In the event of any such appointment the fees and expenses of the existing and successor Custodian shall be payable from the Trust Fund. In the event that no successor Custodian shall have been appointed within such sixty (60) day notice period, the Custodian to be terminated may petition any court of competent jurisdiction to appoint a successor custodian.

Removal of Custodian. The PurchaserOwner, with or without cause, may (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian), and/or (ii) upon at least 30 60 days' notice remove and discharge the Custodian from the performance of its duties under this Agreement by written notice from the Purchaser Owner to the Custodian, with a copy to the Seller. Having given notice of such removal (other than in the event of a termination)removal, the Purchaser Owner promptly shall appoint a successor Custodian to act on behalf of the Purchaser Owner by written instrument, one original counterpart of which instrument shall be delivered retained by the Owner, with a copy to the Purchaser, with Seller and an original to the successor Custodian. In the event of any such removal, the Custodian shall, at Owner's expense (unless such removal is with cause) upon the expense Owner's surrender of the Trustall Final Certifications and Trust Receipts and Final Certifications, promptly transfer to the successor Custodian or subsequent purchaserCustodian, as directeddirected in writing by the Owner, all Custodial Files being administered under this Agreement relating to such Mortgage Loans, and shall assign the Mortgages and endorse the Mortgage Notes to the successor Custodian or subsequent purchaser if Agreement. If the endorsements on the Mortgage Notes and the Assignments of Mortgages have been completed in the name of the Custodian. Additionally, the Trustee may remove Custodian shall, at the Custodian upon notice Owner's direction and expense, execute such endorsements on the Mortgage Notes and Assignments of Mortgages as are necessary to transfer legal title thereto to the successor Custodian, the Owner or in blank; provided, however, if the Custodian defaults in executed such endorsements on the Mortgage Notes and Assignments of Mortgages without the prior written consent of the Owner, the Custodian shall execute such endorsements on the Mortgage Notes and Assignments of Mortgages at its obligations under Section 32own expense. In the event of any such appointment the Owner shall be responsible for the fees and expenses of the existing and successor Custodian.

Removal of Custodian. The PurchaserTrustee, with or without cause, may (i) require the Custodian to complete the endorsements on the Mortgage Notes and to complete and record the Assignments of Mortgage (in either case, at no expense to the Custodian), and/or (ii) upon at least 30 60 days' ’ notice remove and discharge the Custodian from the performance of its duties under this Custodial Agreement by written notice from the Purchaser Trustee to the Custodian. Having given notice of such removal (other than in the event of a termination)removal, the Purchaser Trustee promptly shall appoint a successor Custodian (which may be the Trustee or an affiliate of the Trustee) to act on behalf of the Purchaser Trustee by written instrument, one original counterpart of which instrument shall be delivered to the Purchaser, with Trustee and an original to the successor Custodian. In the event of any such removal, the Custodian shall, at the expense of the Trust, shall promptly transfer to the successor Custodian or subsequent purchaserCustodian, as directed, all Custodial Files being administered under this Agreement relating to such Mortgage LoansCustodial Agreement. If the Custodian is removed for cause, the fees and expenses of the existing and successor Custodian (including, without limitation, any recertification fees) shall assign be the Mortgages responsibility of the removed Custodian. If the Trustee removes the Custodian without cause, the Trustee shall be responsible for payment of all fees and endorse expenses of the Mortgage Notes existing Custodian, including all expenses incurred in the transmission of the Custodial Files to the successor Custodian or subsequent purchaser and for all applicable release fees of the Custodian; provided, however, that if the endorsements on Trustee removes the Mortgage Notes Custodian without cause and upon the Assignments written direction of Mortgages have been completed RWT, RWT shall be responsible for payment of all expenses incurred in the name transmission of the Custodial Files to the successor Custodian and for all applicable release fees of the Custodian. AdditionallyIf the Trustee removes the Custodian without cause, the Trustee may remove Trust Administrator shall be responsible for the fees and expenses of the successor Custodian, provided that the schedule of fees of the successor Custodian upon notice if is substantially similar to that of the Custodian defaults in its obligations under Section 32existing Custodian.